Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 2108
June 6, 2024
Start date of measures for electronic provision: June 4, 2024
To Our Shareholders:Shu Ishikuri, Representative Director and President
Nippon Beet Sugar Manufacturing Co., Ltd.
12-14 Mita 3-cho-me, Minato-ku, Tokyo

Notice of the 126th Ordinary General Meeting of Shareholders
We would like to inform you that the 126th Ordinary General Meeting of Shareholders of Nippon Beet Sugar
Manufacturing Co., Ltd. (the “Company”) will be held as follows.
You may exercise your voting rights via the Internet or in writing instead of attending the meeting in person.
Please review the Reference Documents for the General Meeting of Shareholders below, and exercise voting
rights by no later than Wednesday, June 26, 2024 at 5:45 p.m. (JST).
1. Date and Time: Thursday, June 27, 2024 at 10:00 a.m. (JST) (Reception starts at 9:00 a.m.)
2. Venue:
Nitten Mita Building, Head Office of the Company, 9th Floor
12-14 Mita 3-cho-me, Minato-ku, Tokyo
3. Purpose:
Matters to be reported:
1. Report on the contents of the Business Report, the contents of the Consolidated Financial Statements, andthe results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit &Supervisory Board for the 126th fiscal year ended March 31, 2024 (from April 1, 2023 to March 31, 2024)
2. Report on the contents of the Non-consolidated Financial Statements for the 126th fiscal year ended March
31, 2024 (from April 1, 2023 to March 31, 2024)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Seven Directors
Proposal No. 3
Election of One Substitute Audit & Supervisory Board Member
4. Matters Concerning the Exercise of Voting Rights(1) When voting rights are exercised both via the Internet and by mailing a voting form, the exercise of voting
rights by the Internet shall be valid.
(2) When voting rights have been exercised multiple times via the Internet, the final exercise of voting rights
shall be deemed valid.
(3) If the returned voting form does not indicate voting for or against a proposal, it shall be deemed to be avote for the proposal.

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5. Matters Subject to Measures for Electronic Provision(1) When convening this General Meeting of Shareholders, the Company takes measures for providing
information that constitutes the content of Reference Documents for the General Meeting of Shareholders,etc. (matters subject to measures for electronic provision) in electronic format, and posts this information
as “Notice of the 126th Ordinary General Meeting of Shareholders” and the “Matters not delivered as thepaper-based documents for the 126th Ordinary General Meeting of Shareholders” on the Company’s
website. Please access and check Company’s website below to review the information.
The Company’s website: https://www.nitten.co.jp (in Japanese)(Please visit the above website, select “IR Information” from the navigation links and then select “IR
Library” and “Shareholders’ Meeting Related Materials” from the menu in sequence.)
Matters subject to measures for electronic provision are posted not only on the website above but also on
the website of Tokyo Stock Exchange, Inc. (“TSE”). So please access and check the TSE website, enter theissue name (Nippon Beet Sugar Manufacturing) or securities code (2108), and click “Search,” and thenclick “Basic information” and select “Documents for public inspection/PR information.”
Tokyo Stock Exchange website (TSE Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(2) For this General Meeting of Shareholders, documents stating the matters subject to measures for electronic
provision are sent uniformly regardless of whether a request for delivery of paper-based documents is made.
Note that among the matters subject to measures for electronic provision, in accordance with laws andregulations and the provisions of Article 16 of the Articles of Incorporation of the Company, the following
matters are not provided in the paper-based documents.
1) “Summary of the System to Ensure the Appropriateness of Operations and the Status of Operations of
the System” and “Basic Policy on the Control of the Company” in the Business Report
2) “Consolidated Statement of Changes in Shareholders’ Equity” and “Notes to Consolidated Financial
Statements” in the Consolidated Financial Statements3) “Non-consolidated Statement of Changes in Shareholders’ Equity” and “Notes to Non-consolidated
Financial Statements” in the Non-consolidated Financial Statements
Accordingly, the Consolidated Financial Statements and the Non-consolidated Financial Statements in thepaper-based documents sent to shareholders are a part of the Consolidated Financial Statements and Nonconsolidated Financial Statements audited by the Accounting Auditor in preparing the financial audit report,
and by the Audit & Supervisory Board Members in preparing the audit report.
◎

If revisions to the matters subject to measures for electronic provision arise, a notice of the revision and the details of the matters
before and after the revisions will be posted on each of the above websites.

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Proposal No. 1

Appropriation of Surplus

The Company regards the appropriate return of profit to its shareholders as an important management strategy andmaintains a policy to pay dividends on a continual and stable basis while promoting reinforcement of its financial
standing and expanding its business foundation. In addition, the Second Medium-term Management Plan of the
Nippon Beet Sugar Manufacturing Group states that the Company shall “pay a dividend of at least ¥50 per share and,if necessary, consider the acquisition of treasury shares.”
In line with the abovementioned policy, to improve share value and capital efficiency, the Company hereby proposals
the payment of a year-end dividend of ¥55 per share. Said year-end dividend shall take the form of a ¥5 special
dividend, in addition to the regular dividend of ¥50 per share.
Year-end dividends(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property to shareholders and their aggregate amount¥55 per common share of the Company (regular dividend of ¥50, special dividend of ¥5)
Total amount: ¥706,397,890(3) Effective date of dividends of surplus
June 28, 2024

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Proposal No. 2

Election of Seven Directors

The terms of office of all eight Directors will expire at the conclusion of this Ordinary General Meeting of
Shareholders. Therefore, the Company proposes to elect seven Directors (three of whom are outside Directors).
The candidates for Directors have been determined by the Board of Directors based on a report from the Nomination
and Remuneration Committee.
The candidates for Directors are as follows:
Candidate

Name

No.

Current position in the Company
Representative Director
Director and Chair

1

Tsukasa Emoto

Re-election

2

Shu Ishikuri

Re-election

3

Kuniki Kiyama

Re-election

4

Hidekazu Terasawa

Re-election

5

Shigeru Asaba

Re-election

OutsideIndependent Outside Director

6

Shuichi Hashimoto

Re-election

OutsideIndependent Outside Director

7

Kiyomi Nakamura

Re-election

OutsideIndependent Outside Director

Representative Director
Representative Director and President
President and Executive Officer
Director
Managing Executive Officer
Director
Managing Executive Officer-4-Candidate
No.

1

2

Career summary, and position and responsibility in the
Number of theCompany
Company’s shares(Significant concurrent positions outside the Company)
owned
Apr. 1978
Joined the Company
June 2008
General Manager of Sales Department
June 2012
Director and General Manager of Bihoro Beet
Sugar Factory
June 2014
Director, General Manager of Sales
Department, General Manager of Food
Department, and Officer in charge of
Administration Department and Accounting
Department
Tsukasa Emoto
June 2016
Managing Director, General Manager of(September 8, 1953)
Sapporo Branch Office, and Officer in charge
37,600of Agricultural Affairs Department, Agricultural
Re-election
Technology Department, and PAPERPOT
Department
June 2018
Director and President (Representative
Director)
Officer in charge of Sales
June 2020
Director and President (Representative
Director)
June 2022
Director and Chair (Representative Director)(current position)[Reasons for nomination as candidate for Director]
Tsukasa Emoto served as Director and President of the Company from 2018 to 2022, and has been serving as Director
and Chair since 2022, and is striving to enhance corporate value by demonstrating excellent management skills. In
recognition of his extensive knowledge concerning all aspects of management along with excellent insights andabilities, the Company has nominated him as a candidate for Director again.
Apr. 1986
Joined the Company
Apr. 2010
General Manager of Food Department
Apr. 2012
General Manager of Food Department
June 2014
General Manager of Technology Department
and General Manager of Quality Assurance
Department
June 2016
Director and General Manager of Bihoro Beet
Sugar Factory
June 2018
Director, General Manager of Corporate
Shu Ishikuri
Planning Office, and General Manager in(May 1, 1958)
24,200charge of Affiliates
June
2020
Director,
Managing
Executive
Officer,andRe-election
General Manager of Corporate Planning Office
Apr. 2021
Director, Managing Executive Officer, General
Manager of Corporate Planning Office, andOfficer in charge of promotion of capital andbusiness alliance
June 2022
Director and President (Representative
Director), President and Executive Officer, andOfficer in charge of Corporate Planning Office(current position)[Reasons for nomination as candidate for Director]
Shu Ishikuri has been serving as Representative Director and President of the Company since 2022 and is striving toenhance corporate value by demonstrating excellent management skills. In recognition of his extensive knowledge
concerning all aspects of management along with excellent insights and abilities, the Company has nominated him as a
candidate for Director again.
Name(Date of birth)-5-

Candidate
No.

3

4

Career summary, and position and responsibility in the
Number of theCompany
Company’s shares(Significant concurrent positions outside the Company)
owned
Apr. 1981
Joined the Company
Apr. 2010
General Manager of Agricultural Affairs
Department
June 2010
Assistant General Manager of Bihoro Beet
Sugar Factory
June 2016
Director, General Manager of Corporate
Planning Office, and General Manager incharge of Affiliates
June 2018
Director, General Manager of Agricultural
Affairs Department, and Officer in charge ofAgricultural Technology Department
Kuniki Kiyama
Apr. 2020
Director, General Manager of Agricultural(August 7, 1957)
Affairs Department, and General Manager of
16,800Agricultural Technology Department
Re-election
June 2020
Director, Managing Executive Officer, General
Manager of Sapporo Branch Office, Officer incharge of the area of agricultural affairs, andOfficer in charge of agriculture-welfare
collaboration
Representative Director and President of
Circle-Kiko Co., Ltd.
(current position)
Apr. 2024
Officer in charge of Agricultural Equipment
Development Center of the Company(current position)[Reasons for nomination as candidate for Director]
Kuniki Kiyama has abundant operational experience in the sugar business, and has been serving as Director of theCompany since 2016. Judging that Mr. Kiyama will continue to contribute to enhancing corporate value by leveraging
his knowledge and experience in those areas, the Company has nominated him as a candidate for Director.
Apr. 1982
Joined the Company
Apr. 2012
General Manager of Agricultural Materials
Sales Department
Apr. 2013
General Manager of PAPERPOT Department
June 2016
General Manager of PAPERPOT Department
June 2018
Director, and General Manager of PAPERPOT
Department
Hidekazu Terasawa(June 25, 1959)
June 2020
Senior Executive Officer, and General Manager
12,200of PAPERPOT Department
Re-election
June 2022
Director, Managing Executive Officer, andOfficer in charge of Feed Department,
PAPERPOT Department, and overseas
strategies(current position)
Dec. 2022
General Manager of the Overseas Department(current position)[Reasons for nomination as candidate for Director]
Hidekazu Terasawa has abundant operational experience in manufacturing, sales, and development of agriculturalequipment and agricultural materials, and has been serving as Director of the Company since 2022. Judging that Mr.
Terasawa will contribute to enhancing corporate value by leveraging his knowledge and experience in those areas, theCompany has nominated him as a candidate for Director.
Name(Date of birth)-6-

Candidate
No.

5

6

Career summary, and position and responsibility in the
Number of theCompany
Company’s shares(Significant concurrent positions outside the Company)
owned
Apr. 1990
Lecturer of Faculty of Economics at Gakushuin
University
Apr. 1992
Associate Professor of Faculty of Economics at
Gakushuin University
Apr. 1997
Professor of Faculty of Economics at
Shigeru Asaba
Gakushuin University(May 21, 1961)
Apr. 2013
Professor of Waseda Business School
Apr. 2016
Professor of Graduate School of Business and
1,400
Re-election
Financeat
WasedaUniversity
Outside(current position)
Independent
June 2016
Outside Director of the Company(current position)
June 2017
Outside Director of Oki Electric Industry Co.,Ltd.
(current position)[Reasons for nomination as candidate for outside Director and outline of expected role]
Judging that Shigeru Asaba will utilize his extensive knowledge and abundant experience concerning management
strategy nurtured as a university professor in the management of the Company, the Company has nominated him as a
candidate for outside Director again. Mr. Asaba has never in the past been involved in the management of a company
except as an outside Director. However, the Company judges that Mr. Asaba will appropriately fulfill his duties as an
outside Director based on the above reason.
There are no particular transactions to note between the entities at which Mr. Asaba has a concurrent position and theCompany.
Apr. 1979
Joined Meiji Seika Kaisha, Ltd.
July 2012
General Manager of Agricultural Chemical
Shuichi Hashimoto
Materials Department of Meiji Seika Pharma(May 1, 1956)
Co., Ltd. (renamed from the former Meiji Seika
Kaisha, Ltd.)
1,500
Re-election
June 2014
Executive Officer and General Manager of Bio
OutsideIndustry Business Headquarters
Director of Meiji Pharma Korea Co., Ltd.
Independent
June 2019
Outside Director of the Company(current position)[Reasons for nomination as candidate for outside Director and outline of expected role]
Judging that Shuichi Hashimoto will utilize his extensive knowledge and abundant experience nurtured as an executive
officer of Meiji Seika Pharma Co., Ltd. in the management of the Company, the Company has nominated him as a
candidate for outside Director again.
Shuichi Hashimoto is from Meiji Seika Pharma Co., Ltd. There are product sales transactions through a trading
company between Meiji Seika Pharma Co., Ltd. and the Company, but there is no direct business relationship and theterms of relationship are no different from those of other business partners. Also, in terms of transaction details, there
are no particular transactions that impact the Company’s management to note.
Name(Date of birth)-7-

CandidateNo.

7

Notes:

1.
2.
3.

4.

5.

Career summary, and position and responsibility in the
Number of theCompany
Company’s shares(Significant concurrent positions outside the Company)
owned
Apr. 1998
Registered as attorney-at-law
Apr. 1998
Joined Takao Ono Law Office (currently, ONO
SOGO LEGAL PROFESSION
Kiyomi Nakamura
CORPORATION)(October 31, 1968)
Jan. 2008
Partner at Akitoshi Ishimoto Law Office
June 2019
Outside Director of EIKEN CHEMICAL CO.,
700
Re-election
LTD.
Outside(current position)
June
2020
Outside Director of the Company
Independent(current position)
May 2022
Partner at HORIZON LAW OFFICE(current position)[Reasons for nomination as candidate for outside Director and outline of expected role]
Judging that Kiyomi Nakamura will utilize her professional knowledge and experience nurtured as an attorney-at-law inthe management of the Company, the Company has nominated her as a candidate for outside Director again. Ms.
Nakamura has never in the past been involved in the management of a company except as an outside Director.
However, the Company judges that Ms. Nakamura will appropriately fulfill her duties as an outside Director based on
the above reason. Furthermore, as an attorney-at-law, Ms. Nakamura is well versed in corporate governance, genderissues and diversity. She has served as the Vice Chairperson of the Committee Concerning Sexual Equality of the Tokyo
Bar Association for two terms since FY2017, and has been serving as a member of the said Committee since April
2021.
There are no particular transactions to note between the entities at which Ms. Nakamura has a concurrent position and
the Company.
There is no special interest between any of the candidates for Director and the Company.
Shigeru Asaba, Shuichi Hashimoto and Kiyomi Nakamura are candidates for outside Director.
Shigeru Asaba, Shuichi Hashimoto and Kiyomi Nakamura are currently outside Directors of the Company. At theconclusion of this Ordinary General Meeting of Shareholders, the tenure of Mr. Asaba will have been eight years, thetenure of Mr. Hashimoto will have been five years, and the tenure of Ms. Nakamura will have been four years. The
Company has submitted notification to the Tokyo Stock Exchange of the appointment of Mr. Asaba, Mr. Hashimoto and
Ms. Nakamura as independent officers as prescribed by the Securities Listing Regulations of the aforementioned exchange.
If their reelection is approved, the Company plans for their appointment as independent officers to continue.
The Company has entered into an agreement with Shigeru Asaba, Shuichi Hashimoto and Kiyomi Nakamura to limit their
liability for damages under Article 423, paragraph (1) of the Companies Act. If their re-elections are approved, theCompany plans to renew the aforementioned agreements with them. The maximum amount of liability for damages under
this agreement is the minimum liability amount provided for under laws and regulations.
The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph(1) of the Companies Act with an insurance company in order to cover losses of the insured with this insurance policy. If
this Proposal is approved and adopted, the candidates will be the insured of the aforementioned insurance policy. In
addition, when the said insurance policy is renewed, the Company plans to renew the policy with the same terms.
Name(Date of birth)-8-

[Reference] Skills Matrix
The skills possessed by the candidates for Directors are as follows. The skills have been identified from theperspective of the functions required of the Board of Directors, the alignment with management issues, and thecharacteristics of the Group’s business.
SkillsDefinition

Corporate management

The Director has knowledge of sustainable corporate management (including ESG)

Finance, accounting

The Director has knowledge of finance and accounting

Personnel, labor affairs, human resource
development

The Director has knowledge of personnel, labor affairs, and human resource
development

Legal affairs, auditing, internal control

The Director has knowledge of corporate legal affairs and auditing, or internal
control

Agriculture (policy, technology)

The Director has knowledge of various kinds of agricultural policy, or crop
cultivation, dairy, agricultural materials and equipment, etc.

Manufacturing

The Director has knowledge of manufacturing technology for sugar production,
fermentation, agricultural materials and equipment, etc.

Research and development

The Director has knowledge of research and development of sugar beets, sugar,
food, feed, agricultural materials and equipment, etc.

Sales, marketing, overseas strategies

The Director has knowledge of sales, marketing, and overseas strategies

Name

Personnel,
labor affairs,
Corporate
Finance,humanmanagement accounting
resource
development

Tsukasa Emoto○

Shu Ishikuri○

Kuniki Kiyama○

Hidekazu
Terasawa○

Shigeru Asaba○

Shuichi
Hashimoto○

Kiyomi Nakamura

○

Legal
affairs,
auditing,
internal
control○

Sales,
Agriculture
Manufactur- Research and marketing,(policy,ing
development overseas
technology)
strategies

○
○
○

○
○

○

○

○
○

○

○

○
○

○

○

○

* The matrix above does not cover all the expertise and experience held by the candidates.

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○

○

Proposal No. 3

Election of One Substitute Audit & Supervisory Board Member

The resolution for the election of Motomi Oi, who was elected as a substitute Audit & Supervisory Board Member
at the 125th Ordinary General Meeting of Shareholders held on June 29, 2023, is to remain in effect until thecommencement of this Ordinary General Meeting of Shareholders. Accordingly, to prepare for a case in which thenumber of Audit & Supervisory Board Members falls short of the number stipulated by laws and regulations, theCompany again proposes the election of one substitute Audit & Supervisory Board Member.
In addition, the consent of the Audit & Supervisory Board has been obtained for the submission of this proposal.
This candidate for substitute Audit & Supervisory Board Member has been determined by the Board of Directors
based on a report from the Nomination and Remuneration Committee.
The candidate for substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary and significant concurrent positions outside the Company
Apr. 1999

Number of theCompany’s shares
ownedJoined Tohmatsu & Co. (currently Deloitte Touche
Tohmatsu LLC)
June 2002
Registered as a certified public accountant
May 2006
Opened Oi Certified Public Accountant Office(current position)
June 2013
Outside Audit & Supervisory Board Member of C’BON
COSMETICS Co., Ltd.
Motomi Oi
0(February 27, 1977)
Apr. 2020
Outside Audit & Supervisory Board Member of Ryoyo
Electro Corporation
Oct. 2021
Supervisory Officer of Japan Logistics Fund, Inc.
(current position)
Apr. 2024
Outside Director of Ryoyo Ryosan Holdings, Inc. (Audit andSupervisory Committee Member)(current position)[Reasons for nomination as candidate for substitute outside Audit & Supervisory Board Member]
Judging that Motomi Oi will utilize her professional knowledge and experience nurtured as an accountant in the Company’s auditing
operations, the Company has nominated her as a candidate for substitute Audit & Supervisory Board Member.
Notes: 1. There is no special interest between Motomi Oi and the Company.
2. Motomi Oi is a candidate for substitute outside Audit & Supervisory Board Member.
3. If Motomi Oi assumes the office of Audit & Supervisory Board Member, the Company plans to submit notification to
Tokyo Stock Exchange, Inc. concerning the designation of Ms. Oi as an independent officer provided for in the Securities
Listing Regulations of the aforementioned exchange.
4. If Motomi Oi assumes the office of Audit & Supervisory Board Member, the Company plans to enter into an agreementwith her to limit her liability provided for in Article 423, paragraph (1) of the Companies Act. The maximum amount ofliability for damages under this agreement is the minimum liability amount provided for under laws and regulations.
5. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph(1) of the Companies Act with an insurance company in order to cover losses of the insured with this insurance policy. If
Motomi Oi assumes the office of Audit & Supervisory Board Member, Ms. Oi will be the insured of the aforementioned
insurance policy. In addition, when the said insurance policy is renewed, the Company plans to renew the policy with thesame terms.

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